INDENTURE Dated as of October 1, 2018 STEVENS HOLDING COMPANY, INC. THE GUARANTORS FROM TIME TO TIME PARTY THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 6.125% Senior Notes due 2026Indenture • October 1st, 2018 • Altra Industrial Motion Corp. • General industrial machinery & equipment, nec • New York
INDENTURE dated as of October 1, 2018, among STEVENS HOLDING COMPANY, INC., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (the “Trustee”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 1st, 2018 • Altra Industrial Motion Corp. • General industrial machinery & equipment, nec • Delaware
This Transition Services Agreement (together with the Service Schedules hereto, the “TSA”) is made as of October 1, 2018 (the “Effective Date”) by and among Fortive Corporation, a Delaware corporation (“Fox”), Stevens Holding Company, Inc., a Delaware corporation (together with its successors and assigns, “Newco”), and Altra Industrial Motion Corp., a Delaware corporation (“Ainge”).
INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENTIntellectual Property Cross-License Agreement • October 1st, 2018 • Altra Industrial Motion Corp. • General industrial machinery & equipment, nec
THIS INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”) is made as of October 1, 2018 (the “Effective Date”) by and between Fortive Corporation, a Delaware corporation (“Fortive”), Altra Industrial Motion Corp, a Delaware corporation (“Altra”), on behalf of itself and its Subsidiaries, including Stevens Holding Company, Inc., a Delaware corporation (“Newco”) and the Direct Sales Purchasers (as defined below). Altra and Fortive are collectively referred to herein as the “Parties” and each individually referred to herein as a “Party.” Capitalized terms used herein without being defined in this Agreement shall have the respective meanings given such terms in the Separation and Distribution Agreement, dated as of March 7, 2018 (as amended, modified or supplemented from time to time in accordance with its terms, the “Distribution Agreement”), by and between Fortive, Newco and Altra.
TAX MATTERS AGREEMENT by and among Fortive Corporation, Stevens Holding Company, Inc. and Altra Industrial Motion Corp. Dated as of October 1, 2018Tax Matters Agreement • October 1st, 2018 • Altra Industrial Motion Corp. • General industrial machinery & equipment, nec
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 1, 2018, is by and among Fortive Corporation, a Delaware corporation (“Fox”), Stevens Holding Company, Inc., a Delaware corporation (“Newco”), and Altra Industrial Motion Corp., a Delaware corporation (“Ainge”). Each of Fox, Newco and Ainge is sometimes referred to herein as a “Party” and, collectively, as the “Parties”.
ContractSupplemental Indenture • October 1st, 2018 • Altra Industrial Motion Corp. • General industrial machinery & equipment, nec • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 1, 2018, among Stevens Holding Company, Inc. (the “Issuer”), Altra Industrial Motion Corp. (“Altra”), Ameridrives International, LLC, Boston Gear LLC, Bauer Gear Motor LLC, Formsprag LLC, Guardian Couplings LLC, Inertia Dynamics, LLC, Kilian Manufacturing Corporation, Nuttall Gear L L C, Svendborg Brakes USA, LLC, TB Wood’s Corporation, TB Wood’s Incorporated, Warner Electric LLC and Warner Electric Technology LLC (each a “Guaranteeing Subsidiary” and together with Altra, the “Additional Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to herein (the “Trustee”).
